Corporate/Commercial Law - ONCA

The Court of Appeal for Ontario dismissed the appeal by Jagtar Dhaliwal and Voxx Sports Inc. from a Superior Court decision upholding an arbitrator’s refusal to recuse himself for bias.

The appellants alleged both a reasonable apprehension of bias and actual bias, based on the arbitrator’s prior involvement with respondents’ counsel and comments about the veracity of Mr. Dhaliwal’s affidavit.

The Court found no merit in either claim, holding that the arbitrator’s conduct did not give rise to a reasonable apprehension of bias and that adverse credibility findings do not, on their own, establish actual bias.

The appeal was dismissed with costs to the respondents.

The appellant, Eli Messica, appealed an order granting the respondents’ application for the discharge of a security charge and dismissing his cross-application for damages.

The Court of Appeal upheld the application judge’s findings that the lease provided for the release of the guarantors upon assignment and that the cross-application was statute-barred by the two-year limitation period in the Limitations Act, 2002.

The court rejected arguments regarding the conversion of the application to an action and the applicability of the Real Property Limitations Act, finding no reversible error or prejudice.

The Court of Appeal for Ontario considered an appeal by 100 Bloor Street West Corporation regarding the calculation of realty taxes and a substantial indemnity costs award in a commercial lease dispute with Barry’s Bootcamp Canada Inc. The court upheld the motion judge’s decision requiring the landlord to use a single, consistent method for calculating realty taxes attributable to both the leased premises and the building’s parking garage, rejecting the landlord’s attempt to “mix-and-match” calculation methods.

However, the court allowed the appeal on costs, finding the original award excessive and reducing it to $300,000 plus disbursements.

The decision clarifies the contractual interpretation of lease provisions granting discretion to landlords and the principles governing costs in complex commercial litigation.

The appellants appealed an order giving directions regarding the distribution of funds remaining in trust after the sale of Driftwood Beach Park Limited's assets and the reimbursement of funds by certain appellants to the company.

The Court of Appeal found no basis to interfere with the motion judge’s determinations, including findings regarding the purchase and customization of a 2022 Honda, salary for James Kemp, and compensation for Ms. Kemp.

The appeal was dismissed, and costs were awarded to the respondents.

The Ontario Court of Appeal dismissed the appeal from a summary judgment ordering the appellants, 2562583 Ontario Inc. o/a Meltwich Food Co. and Janarthanan Jeyaparan, to indemnify the franchisor, Meltwich Hospitality Group Inc., for amounts paid to the landlord, Ritson Division Retail GP Limited, following the franchisee’s breach of a commercial lease.

The court upheld the motion judge’s findings that the franchisee’s breach triggered indemnity obligations under the franchise and assignment agreements, and that the settlement between the franchisor and landlord was reasonable.

The appellants’ arguments regarding the scope of indemnity, timing of liability, and procedural fairness were rejected.

The Court of Appeal for Ontario dismissed the appeal in this commercial landlord-tenant dispute.

The trial judge found that the tenant, 2682543 Ontario Inc., repudiated the lease for restaurant premises and that the landlord, 720443 Ontario Inc., properly accepted the repudiation and terminated the lease.

The tenant and its guarantor, Shahab Rashid Savojbolaghi, were held liable for damages.

The Court rejected the tenant’s arguments regarding joint occupancy and the timing of possession, upholding the trial judge’s interpretation of the lease and the finding of repudiation.

This decision concerns competing applications for declaratory relief between the Islamic Food and Nutrition Council of Canada and the Islamic Food and Nutrition Council of America regarding membership and voting rights in the Canadian corporation.

The Court of Appeal upheld the application judge’s finding that a 2015 bylaw creating two classes of members (one voting, one non-voting) remained in force, and that a subsequent attempt to restore voting rights to personal members via federal continuance was ultra vires without a special resolution.

Both the appeal and cross-appeal were dismissed.

The Court of Appeal for Ontario allowed the appeal of RPG Receivables Purchase Group Inc., finding that the bankruptcy judge erred in concluding that payments made by Specialty Chemical Industries Inc. to American Pacific Corporation were not void as preferences under section 95 of the Bankruptcy and Insolvency Act.

The Court held that an insolvent debtor’s intention to continue in business can only rebut the statutory presumption of intent to prefer if there is a reasonable basis to believe that the business continuation will benefit creditors generally.

Here, there was no such reasonable basis, and the payments must be repaid.

The Court of Appeal for Ontario considered whether a medical office building in Toronto was held as an asset of a partnership or as a tenancy in common.

The appellants, majority owners, sought a declaration of partnership and related relief, while the respondents argued for a sale under the Partition Act.

The Court upheld the motion judge’s finding that no partnership existed, but found error in the order dispensing with the appellants’ consent to the sale of the property.

The Court directed a reference to an associate judge for the sale and denied leave to appeal the costs order.

This appeal concerns a commercial dispute between The North West Company LP (NWC) and Classic Furs Company Ltd. (CF) over the supply of coyote furs for use in Canada Goose parkas.

The trial judge found a contract existed and that NWC breached it in several respects, but also found in NWC’s favour on unpaid invoices.

Both parties appealed aspects of the damages assessment and liability findings.

The Court of Appeal allowed CF’s appeal in part, finding that the trial judge erred in concluding that certain furs were delivered, and recalculated damages accordingly, including an award of punitive damages against NWC.

The Court of Appeal for Ontario dismissed the appeal of Terrence Chapman, who sought a 50% share in real estate and corporate assets held with Sandra Ing, his former partner in both business and personal life.

The trial judge found that the parties were not involved in a joint family venture and that Chapman would be unjustly enriched by an equal division, given Ing’s substantial contributions to the value of the property in question.

The Court of Appeal upheld the trial judge’s decision, finding no juristic reason for Chapman’s enrichment under the Ontario Business Corporations Act and confirming the appropriateness of a proprietary remedy in favour of Ing.

The Ontario Court of Appeal dismissed David Jarvis’s appeal regarding his entitlement to exercise stock options after resigning as a director of 1CM Inc. The court found that the corporate documents clearly required Jarvis to be a director at the time of exercising the options.

Jarvis failed to demonstrate any error in the application judge’s interpretation of the plan.

The respondent was awarded costs of $15,000.

The Court of Appeal for Ontario dismissed the appeal by Garlicky Mediterranean Grill Inc., finding no error in the application judge’s conclusion that the appellant’s email correspondence did not amount to the exercise of an option to renew the lease.

The court held that the findings below were entitled to deference and awarded costs to the respondent.

The appellant, Shiu Yiu Kong, appealed the dismissal of his application for an oppression remedy under the OBCA and CBCA.

The Court of Appeal found no error in the application judge’s consideration of the statutory provisions, legal principles, or factual findings.

The court held that the appellant’s criticisms of the companies’ books and records did not amount to oppressive conduct, especially as the supporting evidence was inadmissible opinion evidence.

The real dispute was over the price and method of share purchase, which did not warrant court intervention.

The appeal was dismissed, and costs were awarded to the respondents.

The appellant appealed a judgment finding that a security interest granted by the appellant's predecessor was oppressive to the respondents.

The Court of Appeal dismissed the appeal, finding no reversible error in the application judge's conclusion that the granting of the security interest was oppressive.

The court affirmed that the application judge's findings aligned with the two requirements for an oppression remedy claim, specifically that the respondents had a reasonable expectation that the appellant's predecessor would not act prejudicially, and that this expectation was violated by corporate conduct that was oppressive or unfairly prejudicial.

Dag Hrvoic appealed a trial judgment that found equal shareholdings between him and Melissa Hrvoic in a co-founded company and ordered him to purchase Melissa's shares.

The appeal challenged the trial judge's findings on the shareholding agreement, company valuation, the application of the "clean hands" doctrine, and the commencement of the limitation period for Melissa's claim.

The Court of Appeal dismissed all grounds of appeal, affirming the trial judge's factual findings and legal conclusions, including the existence of an agreement for equal shareholdings and the proper application of the Limitations Act.

This is an appeal from an order of the Commercial List judge concerning insolvency proceedings.

The appellants, Bryton, sought to exercise an option to purchase a property and obtain orders declaring the option valid and immune from challenge by other creditors under various acts (Fraudulent Conveyances Act, Assignments and Preferences Act, Canada Business Corporations Act oppression remedy, and Bankruptcy and Insolvency Act).

The application judge dismissed Bryton's request for a vesting order and declaratory relief, finding that the claims were not res judicata and that declaratory relief was not the appropriate vehicle to pre-emptively bar unadjudicated creditor claims.

The Court of Appeal upheld the application judge's decision, confirming that the validity of the option was not res judicata and that the refusal to grant declaratory relief was a proper exercise of discretion, as the application procedure was not suitable for dismissing unproven claims.

Thorneloe University sought leave to appeal a CCAA judge's decision that allowed Laurentian University to disclaim federation agreements and approved a debtor-in-possession (DIP) loan amendment.

Thorneloe argued the disclaimer would cause its insolvency, provided minimal financial benefit to Laurentian, and was motivated by anti-competition.

The Court of Appeal dismissed the leave motion, finding the proposed appeal was not prima facie meritorious, not of significance to the practice, and would unduly hinder the progress of the CCAA restructuring.

The court upheld the CCAA judge's balancing of interests under s. 32(4) of the CCAA, emphasizing the high deference owed to supervising judges in CCAA proceedings.

The City of Orillia appealed a lower court's finding that a commercial lease term was ambiguous, arguing the lease expired in 2029, not 2039.

Metro cross-appealed regarding roof repair obligations.

The Court of Appeal found no ambiguity in the lease, concluding it expired in 2029, and upheld the lower court's decision that Metro was responsible for roof repairs under the lease's "maintain and repair" covenant, distinguishing between repair and replacement in the context of the lease terms and property condition.

This appeal concerned a massive fraud perpetrated against a Paraguayan pension fund (Cajubi) by the appellants.

The trial judge found the appellants liable for fraudulent misrepresentation and breach of fiduciary duty, awarding over $20 million in damages and punitive damages.

On appeal, the appellants raised numerous grounds, including the corporate identification doctrine, limitation periods, unpleaded conspiracy, lack of reliance, and apprehension of bias.

The Court of Appeal dismissed all grounds, affirming the trial judge's findings, particularly regarding the inapplicability of corporate attribution where it would undermine the integrity of the legal system and allow fraudsters to benefit.